|
Commission
file number 333-62216
|
HEALTH
DISCOVERY CORPORATION
|
(Exact
name of small business issuer as specified in its charter)
|
Texas
|
|
74-3002154
|
(State
or other jurisdiction of incorporation or organization)
|
|
(IRS
Employer Identification No.)
|
5501
½ Abercorn Street
Savannah,
Georgia
|
|
31405
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
912-352-7488
|
(Issuer's
telephone number, including area
code)
|
|
(Former
name, former address and former fiscal year,
if
changed since the last report)
|
PART
I
|
FINANCIAL
INFORMATION
|
Page
|
Item
1.
|
Financial
Statements
|
|
Balance
Sheet
|
1
|
|
Statements
of Operations
|
2
|
|
Statements
of Cash Flows
|
3
|
|
Notes
to Unaudited Financial Statements
|
4-7
|
|
Item
2.
|
Management’s
Discussion and Analysis or
Plan of Operation
|
7-11
|
Item
3.
|
Controls
and Procedures
|
11
|
PART
II
|
OTHER
INFORMATION
|
|
Item
1.
|
Legal
Proceedings
|
11-12
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
12
|
Item
6.
|
Exhibits
|
12-13
|
Signatures
|
14
|
Assets
|
||||
June
30,
|
||||
2006
|
||||
Current
Assets
|
||||
Cash
|
$
|
244,078
|
||
Prepaid
Expenses and Other Assets
|
37,020
|
|||
Total
Current Assets
|
281,098
|
|||
Equipment,
Less Accumulated Depreciation of $10,168
|
10,046
|
|||
Other
Assets
|
||||
Patents,
Less Accumulated Amortization of $548,895
|
3,436,900
|
|||
Total
Assets
|
$
|
3,728,044
|
||
Liabilities
and Stockholders’ Equity
|
||||
Current
Liabilities
|
||||
Accounts
Payable - Trade
|
$
|
355,559
|
||
Accrued
Liabilities
|
227,036
|
|||
Total
Current Liabilities
|
582,595
|
|||
Convertible
Notes Payable
|
665,643
|
|||
Long-Term
Debt
|
321,911
|
|||
Total
Liabilities
|
1,570,149
|
|||
Commitments
|
||||
Stockholders’
Equity
|
||||
Common
Stock, No Par Value, 200,000,000 Shares Authorized
|
||||
116,163,384
Shares Issued and Outstanding
|
10,272,316
|
|||
Accumulated
Deficit
|
(8,114,421
|
)
|
||
Total
Stockholders' Equity
|
2,157,895
|
|||
Total
Liabilities and Stockholders' Equity
|
$
|
3,728.044
|
Three
|
Three
|
Six
|
Six
|
||||||||||
Months
|
Months
|
Months
|
Months
|
||||||||||
Ended
|
Ended
|
Ended
|
Ended
|
||||||||||
June
30,
|
June
30,
|
June
30,
|
June
30,
|
||||||||||
2006
|
2005
|
2006
|
2005
|
||||||||||
Revenues:
|
|||||||||||||
Licensing
|
$
|
70,000
|
-
|
175,000
|
-
|
||||||||
Total
Revenues
|
70,000
|
-
|
175,000
|
-
|
|||||||||
Cost
of Sales:
|
|||||||||||||
Internal
Development
|
9,654
|
-
|
9,654
|
-
|
|||||||||
Total
Cost of Sales
|
9,654
|
-
|
9,654
|
-
|
|||||||||
Gross
Profit
|
60,346
|
-
|
165,346
|
-
|
|||||||||
Operating
Expenses:
|
|||||||||||||
Amortization
|
65,679
|
62,778
|
131,359
|
119,597
|
|||||||||
Professional
and Consulting Fees
|
174,036
|
384,057
|
747,265
|
832,099
|
|||||||||
Compensation
|
200,724
|
169,612
|
560,022
|
369,155
|
|||||||||
Other
General and Administrative Expenses
|
95,204
|
198,166
|
335,415
|
404,531
|
|||||||||
Total
Operating Expenses
|
535,643
|
814,613
|
1,774,061
|
1,725,382
|
|||||||||
Loss
From Operations
|
(475,297
|
)
|
(814,613
|
)
|
(1,608,715
|
)
|
(1,725,382
|
)
|
|||||
Other
Income (Expense)
|
|||||||||||||
Interest
Income
|
3,169
|
-
|
7,999
|
-
|
|||||||||
Gains
on Restructuring of Accounts Payable
|
-
|
-
|
77,546
|
-
|
|||||||||
Interest
Expense
|
(21,107
|
)
|
(14,391
|
)
|
(40,852
|
)
|
(31,542
|
)
|
|||||
Total
Other Income (Expense)
|
(17,938
|
)
|
(14,391
|
)
|
44,693
|
(31,542
|
)
|
||||||
Net
Loss
|
$
|
(493,235
|
)
|
(829,004
|
)
|
(1,564,022
|
)
|
(1,756,924
|
)
|
||||
Weighted
Average Outstanding Shares
|
116,113,384
|
99,826,460
|
115,534,813
|
92,531,807
|
|||||||||
Loss
Per Share
|
$
|
(.00
|
)
|
(.01
|
)
|
(.01
|
)
|
(.02
|
)
|
||||
Six
Months
|
Six
Months
|
|||||||||
Ended
|
Ended
|
|||||||||
June
30,
2006
|
June
30,
2005
|
|||||||||
Cash
Flows From Operating Activities:
|
||||||||||
Net
Loss
|
$
|
(1,564,022
|
)
|
(1,756,924
|
)
|
|||||
Adjustments
to Reconcile Net Loss to Net Cash
|
||||||||||
Used
by Operating Activities:
|
||||||||||
Stock-based
compensation expense
|
220,158
|
-
|
||||||||
Stock
issued for professional and consulting services
|
365,743
|
-
|
||||||||
Services
Exchanged for Common Stock
|
-
|
178,876
|
||||||||
Gains
on Restructuring of Accounts Payable
|
(77,546
|
)
|
-
|
|||||||
Depreciation
and Amortization
|
134,868
|
121,720
|
||||||||
Increase
in Employee Advances
|
-
|
(11,216
|
)
|
|||||||
Increase
in Prepaid Expenses and Other Assets
|
(19,312
|
)
|
(18,462
|
)
|
||||||
Increase
in Accounts Payable - Trade
|
220,587
|
43,042
|
||||||||
Increase
in Accrued Liabilities
|
163,717
|
28,510
|
||||||||
Net
Cash Used by Operating Activities
|
(555,807
|
)
|
(1,414,454
|
)
|
||||||
Cash
Flows From Investing Activities:
|
||||||||||
Purchase
of Equipment
|
(502
|
)
|
(5,881
|
)
|
||||||
Amounts
Paid to Acquire Patents
|
-
|
(293,738
|
)
|
|||||||
Net
Cash Used by Investing Activities
|
(502
|
)
|
(299,619
|
)
|
||||||
Cash
Flows From Financing Activities:
|
||||||||||
Repayments
of Notes Payable
|
(26,780
|
)
|
(293,279
|
)
|
||||||
Proceeds
from Sales of Common Stock, Net
Proceeds
from Exercise of Stock Options and Warrants
|
100,000
8,000
|
2,358,500
-
|
||||||||
Net
Cash Provided by Financing Activities
|
81,220
|
2,065,221
|
||||||||
Net
Increase (Decrease) in Cash
|
(475,089
|
)
|
351,148
|
|||||||
Cash,
at Beginning of Period
|
719,167
|
163,477
|
||||||||
Cash,
at End of Period
|
$
|
244,078
|
514,625
|
|||||||
Non-Cash
Investing and Financing Transactions:
|
||||||||||
Patents
Purchased Using Debt
|
$
|
-
|
185,272
|
|||||||
Stock
Issued for Professional and Consulting Services
|
$
|
365,743
|
238,276
|
|||||||
Stock-based
compensation expense
|
$
|
220,158
|
-
|
|||||||
Non-cash
Stock Issuance Costs
|
$
|
-
|
166,451
|
|||||||
Warrants
Issued in Restructuring of Accounts Payable
|
$
|
55,454
|
-
|
|||||||
Stock
Issued for Convertible Notes Payable
|
$
|
-
|
409,616
|
|||||||
Supplemental
disclosures of cash flow information:
|
||||||||||
Cash
Paid for Interest
|
$
|
1,056
|
2,774
|
|||||||
Three
months ended
|
Six
months ended
|
||||||
June
30, 2005
|
June
30, 2005
|
||||||
Net
loss as reported
|
$
|
(829,004
|
)
|
$
|
(1,756,924
|
)
|
|
Deduct:
Stock-based Expense
Determined
Under Fair Value Based
Method
for Employee Stock Options
|
-
|
-
|
|||||
Proforma
Net Loss
|
$
|
(829,004
|
)
|
$
|
(1,756,924
|
)
|
|
Stock-based
Expense Included in Net Loss
|
$
|
163,276
|
$
|
238,276
|
|||
Loss
Per Share:
|
|||||||
Basic
- As Reported
|
$
|
(.01
|
)
|
$
|
(.02
|
)
|
|
Basic
- Proforma
|
$
|
(.01
|
)
|
$
|
(.02
|
)
|
Option
|
Weighted
Average
|
||||||
|
Shares
|
Exercise
Price
|
|||||
Outstanding,
December 31, 2005
|
2,500,000
|
$
|
0.08
|
||||
Granted
|
2,000,000
|
0.11
|
|||||
Exercised
|
(600,000
|
)
|
0.01
|
||||
Forfeited
|
(400,000
|
)
|
0.10
|
||||
Outstanding,
June 30, 2006
|
3,500,000
|
$
|
0.11
|
Exercise
Prices
|
Number
Outstanding
|
Weighted-
Average
Remaining
Contractual
Life (years)
|
Number
Exercisable
|
Weighted
Average Remaining Contractual Life (years) of
Exercisable
Warrants
|
|||||||||
$0.01
|
1,200,000
|
1
|
600,000
|
1
|
|||||||||
$0.08
|
600,000
|
1
|
600,000
|
1
|
|||||||||
$0.10
|
565,000
|
3
|
365,000
|
3
|
|||||||||
$0.11
|
1,000,000
|
3
|
500,000
|
3
|
|||||||||
$0.12
|
150,000
|
3
|
150,000
|
3
|
|||||||||
$0.13
|
5,500,000
|
5
|
2,500,000
|
3
|
|||||||||
$0.15
|
1,000,000
|
3
|
1,000,000
|
3
|
|||||||||
$0.20
|
500,000
|
2
|
500,000
|
2
|
|||||||||
$0.22
|
500,000
|
3
|
500,000
|
3
|
|||||||||
$0.24
|
32,546,250
|
3
|
32,546,250
|
3
|
|||||||||
$0.35
|
15,235,000
|
1
|
15,235,000
|
1
|
|||||||||
58,796,250
|
54,496,250
|
Total
|
Less
than
1
Year
|
1-3
Years
|
||||||||
Convertible
Notes Payable
|
$
|
665,643
|
$
|
-
|
$
|
665,643
|
||||
Term
Debt
|
321,911
|
-
|
321,911
|
|||||||
Total
|
$
|
987,554
|
$
|
-
|
$
|
987,554
|
3.1
|
Articles
of Incorporation. Registrant incorporates by reference Exhibit
3.1 to
Registration Statement on Form SB-2, filed June 4, 2001.
|
|
|
3.1
(a)
|
Articles
of Amendment to Articles of Incorporation. Registrant incorporates
by reference Exhibit 2.2 to Form 10-QSB, filed November 14, 2001.
|
|
|
3.1
(b)
|
Articles
of Amendment to Articles of Incorporation changing Registrant name
from
Direct Wireless Communications, Inc., to Health Discovery Corporation.
Registrant incorporates by reference Exhibit 3.1 (b) to form 10-KSB,
filed
March 3, 2004.
|
|
|
3.2
|
By-Laws.
Registrant incorporates by reference Exhibit 3.2 to Registration
Statement
on Form SB-2, filed June 4, 2001.
|
|
|
4.1
|
Copy
of Specimen Certificate for shares of common stock. Registrant
incorporates by reference Exhibit 4.1 to Registration Statement
on Form
SB-2, filed June 4, 2001.
|
|
|
4.1
(b)
|
Copy
of Specimen Certificate for shares of common stock. Registrant
incorporates by reference Exhibit 4.1 (b) to Form 10-KSB, filed March
30, 2004.
|
|
|
4.2
|
Excerpt
from By-Laws. Registrant incorporates by reference Exhibit 4.2
to
Registration Statement on Form SB-2, filed June 4, 2001.
|
|
|
4.2(A)
|
Corrected
Article 3.02 of By-Laws. Registrant incorporates by reference Exhibit
4.2(A) to Amendment No. 2 to Registration Statement on Form
SB-2, filed August 15, 2001.
|
|
|
4.3(a)
|
Non
Qualified stock option agreements dated October 30, 2003 between
registrant and David Cooper. Registrant incorporates by reference
Exhibit
4.3(a) to Form 10-KSB, filed March 30, 2004.
|
|
|
10.1
|
Asset
Purchase Agreement between Registrant dated September 15, 2003
and
Barnhill Group LLC. Registrant incorporates by reference Exhibit
10.2 to
Form 10-KSB, filed March 30, 2004.
|
|
|
10.2
|
Asset
Purchase Agreement between Registrant dated December 30, 2003 and
Fractal
Genomics LLC. Registrant incorporates by reference Exhibit 10.3
to Form
10-KSB, File No. 333-62216, filed March 30, 2004.
|
|
|
10.3
|
Employment
Agreement with Stephen Barnhill. Registrant incorporates by reference
Exhibit 10.3 to Form 10-KSB, filed April 19, 2005.
*
|
|
|
10.4
|
Employment
Agreement with David Cooper. Registrant incorporates by reference
Exhibit
10.4 to Form 10-KSB, filed April 19, 2005. *
|
|
|
10.5
|
Form
of Asset Purchase Agreement between the Registrant and the Sellers
of the
SVM Portfolio and related assets. Registrant incorporates by reference
Exhibit 10.5 to Form 10-KSB, filed March 30, 2004.
|
|
|
10.6
|
Form
of Securities Purchase Agreement. Registrant incorporates by reference
Exhibit 10.6 to Form 10-KSB, filed April 19, 2005.
|
|
|
10.7
|
Form
of Warrant. Registrant incorporates by reference Exhibit 10.7 to
Form
10-KSB, filed April 19, 2005.
|
|
|
10.8
|
Form
of Securities Purchase Agreement. Registrant incorporates by reference
Exhibit 10.8 to Form 10-KSB, filed April 19,
2005.
|
10.9
|
Form
of Warrant. Registrant incorporates by reference Exhibit 10.9 to
Form
10-KSB, filed April 19, 2005.
|
|
|
10.10
|
Form
of Amendment to Securities Purchase Agreement. Registrant incorporates
by
reference Exhibit 10.10 to Form SB-2/A, filed December 14,
2005.
|
|
|
10.11
|
Employment
Agreement with David R. Furth, dated as of December 5, 2005. Registrant
incorporates by reference Exhibit 10.11 to Form SB-2/A, filed December
14,
2005.
|
|
|
10.12
|
Employment
Agreement with Robert S. Braswell IV, dated as of January 1, 2006.
Registrant incorporates by reference Exhibit 99.1 to Form 8-K,
filed
February 2, 2006.
|
|
|
10.13
|
Form
of Amendment to Promissory Note. Registrant incorporates by reference
Exhibit 99.1 to Form 8-K, filed January 3, 2006.
|
|
|
31.1
|
Rule
13a-14(a)/15(d)-14(a) Certifications of Chief Executive
Officer.
|
|
|
31.2
|
Rule
13a-14(a)/15(d)-14(a) Certifications of Principal Financial
Officer.
|
|
|
32.1
|
Section
1350 Certification of Chief Executive Officer.
|
|
|
32.2
|
Section
1350 Certification of Principal Financial
Officer.
|